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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1995
Commission File Number 1-8857
MAXXAM GROUP INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 13-1310680
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification Number)
organization)
5847 SAN FELIPE, SUITE 2600 77057
HOUSTON, TEXAS (Zip Code)
(Address of Principal
Executive Offices)
Registrant's telephone number, including area code: (713) 975-7600
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes /X/ No / /
Number of shares of common stock outstanding at May 1, 1995: 100
Registrant meets the conditions set forth in General Instruction
H(1)(a) and (b) of Form 10-Q and is therefore filing this Form with the
reduced disclosure format.
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<PAGE>
MAXXAM GROUP INC.
INDEX
<TABLE>
<CAPTION>
PART I. - FINANCIAL INFORMATION PAGE
<S> <C>
Item 1. Financial Statements
Consolidated Balance Sheet at March 31, 1995 and December 31,
1994 3
Consolidated Statement of Operations for the three months
ended March 31, 1995 and 1994 4
Consolidated Statement of Cash Flows for the three months
ended March 31, 1995 and 1994 5
Condensed Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
<CAPTION>
PART II. - OTHER INFORMATION
<S> <C>
Item 1. Legal Proceedings 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
Signatures S-1
</TABLE>
<PAGE>
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
March 31, December 31,
1995 1994
------------ -------------
(Unaudited)
(In thousands of dollars)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 26,541 $ 48,575
Marketable securities 26,123 19,514
Receivables:
Trade 11,141 23,170
Other 7,739 7,435
Inventories 65,981 70,098
Prepaid expenses and other current assets 5,048 3,717
------------ -------------
Total current assets 142,573 172,509
Timber and timberlands, net of depletion of
$190,455 and $188,003 at March 31,
1995 and December 31, 1994, respectively 349,116 350,871
Property, plant and equipment, net of
accumulated depreciation of $60,618 and
$59,081 at March 31, 1995 and December
31, 1994, respectively 101,776 103,183
Deferred financing costs, net 29,375 30,096
Deferred income taxes 63,214 61,498
Restricted cash 32,325 32,402
Other assets 5,950 6,122
------------ -------------
$ 724,329 $ 756,681
============ =============
LIABILITIES AND STOCKHOLDER'S DEFICIT
Current liabilities:
Accounts payable $ 3,763 $ 3,703
Accrued interest 9,526 25,765
Accrued compensation and related benefits 7,822 10,622
Deferred income taxes 12,986 12,986
Other accrued liabilities 4,602 3,266
Long-term debt, current maturities 13,928 13,670
------------ -------------
Total current liabilities 52,627 70,012
Long-term debt, less current maturities 762,802 768,786
Other noncurrent liabilities 24,674 30,365
------------ -------------
Total liabilities 840,103 869,163
------------ -------------
Contingencies
Stockholder's deficit:
Common stock, $.08-1/3 par value; 1,000
shares authorized; 100 shares
issued - -
Additional capital 81,287 81,287
Accumulated deficit (197,061) (193,769)
------------ -------------
Total stockholder's deficit (115,774) (112,482)
------------ -------------
$ 724,329 $ 756,681
============ =============
The accompanying notes are an integral part of these financial statements.
<PAGE>
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
</TABLE>
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-------------------------
1995 1994
----------- -----------
(In thousands of dollars)
<S> <C> <C>
Net sales:
Lumber and logs $ 46,983 $ 53,653
Other 4,985 3,060
----------- -----------
51,968 56,713
----------- -----------
Operating expenses:
Costs of goods sold (exclusive of depletion
and depreciation) 29,470 33,132
Selling, general and administrative 4,092 4,310
Depletion and depreciation 5,983 6,065
----------- -----------
39,545 43,507
----------- -----------
Operating income 12,423 13,206
Other income (expense):
Investment, interest and other income 1,802 7,719
Interest expense (19,523) (19,090)
----------- -----------
Income (loss) before income taxes (5,298) 1,835
Credit (provision) in lieu of income taxes 2,006 (871)
----------- -----------
Net income (loss) $ (3,292) $ 964
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-------------------------
1995 1994
----------- -----------
(In thousands of dollars)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (3,292) $ 964
Adjustments to reconcile net income
(loss) to net cash provided by
(used for) operating
activities:
Depletion and depreciation 5,983 6,065
Amortization of deferred
financing costs and
discounts on long-
term debt 3,231 2,914
Net purchases of marketable
securities (11,258) (4,822)
Net losses (gains) on
marketable securities (656) 241
Decrease in receivables 11,725 2,967
Decrease in inventories, net of
depletion 2,949 6,214
Increase in accounts payable 60 2,006
Decrease in accrued interest (16,239) (16,614)
Decrease (increase) in accrued
and deferred income taxes (1,879) 871
Increase (decrease) in other
liabilities (1,703) 1,825
Increase in prepaid expenses
and other current assets (1,331) (593)
Other 406 345
----------- -----------
Net cash provided by (used
for) operating
activities (12,004) 2,383
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net proceeds from sale of assets 14 44
Capital expenditures (1,884) (4,045)
----------- -----------
Net cash used for
investing activities (1,870) (4,001)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Restricted cash released 77 30
Principal payments on long-term debt (8,237) (8,147)
Net payments under revolving credit
agreements - (2,900)
----------- -----------
Net cash used for
financing activities (8,160) (11,017)
----------- -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS (22,034) (12,635)
CASH AND CASH EQUIVALENTS AT BEGINNING OF
PERIOD 48,575 39,001
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF
PERIOD $ 26,541 $ 26,366
=========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Interest paid, net of capitalized
interest $ 32,531 $ 32,790
Income taxes paid - -
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS OF DOLLARS)
1. GENERAL
The information contained in the following notes to the
consolidated financial statements is condensed from that which would appear
in the annual consolidated financial statements; accordingly, the
consolidated financial statements included herein should be reviewed in
conjunction with the consolidated financial statements and related notes
thereto contained in the Annual Report on Form 10-K filed by MAXXAM Group
Inc. with the Securities and Exchange Commission for the fiscal year ended
December 31, 1994 (the "Form 10-K"). All references to the "Company"
include MAXXAM Group Inc. and its subsidiary companies unless otherwise
indicated or the context indicates otherwise. Accounting measurements at
interim dates inherently involve greater reliance on estimates than at year
end. The results of operations for the interim periods presented are not
necessarily indicative of the results to be expected for the entire year.
The consolidated financial statements included herein are
unaudited; however, they include all adjustments of a normal recurring
nature which, in the opinion of management, are necessary to present fairly
the consolidated financial position of the Company at March 31, 1995 and
the consolidated results of operations and cash flows for the three months
ended March 31, 1995 and 1994. Certain reclassifications of prior period
information have been made to conform to the current presentation. The
Company is a wholly owned subsidiary of MAXXAM Inc. ("MAXXAM").
2. CASH AND CASH EQUIVALENTS
At March 31, 1995 and December 31, 1994, cash and cash
equivalents includes $4,764 and $19,439, respectively, which is restricted
for debt service payments on the 7.95% Timber Collateralized Notes due
2015.
3. INVENTORIES
<TABLE>
<CAPTION>
Inventories consist of the following:
March 31, December 31,
1995 1994
----------- -------------
<S> <C> <C>
Lumber $ 58,148 $ 55,310
Logs 7,833 14,788
----------- -------------
$ 65,981 $ 70,098
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</TABLE>
4. LONG-TERM DEBT
Long-term debt consists of the following:
<TABLE>
<CAPTION>
March 31, December 31,
1995 1994
-------------- --------------
<S> <C> <C>
7.95% Timber Collateralized Notes due July
20, 2015 $ 355,576 $ 363,811
11-1/4% Senior Secured Notes due August 1,
2003 100,000 100,000
12-1/4% Senior Secured Discount Notes due
August 1, 2003, net of discount 85,290 82,779
10-1/2% Senior Notes due March 1, 2003 235,000 235,000
Other 864 866
-------------- --------------
776,730 782,456
Less: current maturities (13,928) (13,670)
-------------- --------------
$ 762,802 $ 768,786
============== ==============
</TABLE>
<PAGE>
5. CONTINGENCIES
The Company's operations are subject to a variety of California
and, in some cases, federal laws and regulations dealing with timber
harvesting, endangered species, water quality and air and water pollution.
The Company does not expect that compliance with such existing laws and
regulations will have a material adverse effect on the Company's future
operating results or financial position. There can be no assurance,
however, that future legislation, governmental regulations or judicial or
administrative decisions would not adversely affect the Company or its
ability to sell lumber, logs or timber.
Various groups and individuals have filed objections with the
California Department of Forestry ("CDF") regarding the CDF's actions and
rulings with respect to certain of the Company's timber harvesting plans
("THPs"), and the Company expects that such groups and individuals will
continue to file objections to the Company's THPs. In addition, lawsuits
are pending and threatened which seek to prevent the Company from
implementing certain of its approved THPs and undertaking other timber
harvesting operations. These challenges have severely restricted The Pacific
Lumber Company's ("Pacific Lumber," a wholly owned subsidiary of the
Company) ability to harvest virgin old growth redwood timber on its
property during the past few years, as well as substantial amounts of
virgin Douglas-fir timber which are located in virgin old growth redwood
stands. No assurance can be given as to the extent of such litigation in
the future. The Company believes that environmentally focused challenges
to its THPs are likely to occur in the future, particularly with respect to
residual old growth timber. Although such challenges have delayed or prevented
the Company from conducting a portion of its operations, to date such
challenges have not had a material adverse effect on the Company's
consolidated financial position or results of operations. It is, however,
impossible to predict the future nature or degree of such challenges or
their ultimate impact on the operating results or consolidated financial
position of the Company.
The Company is also involved in various claims, lawsuits and
proceedings relating to a wide variety of other matters. While there are
uncertainties inherent in the ultimate outcome of such matters and it is
impossible to presently determine the ultimate costs that may be incurred,
management believes the resolution of such uncertainties and the incurrence
of such costs should not have a material adverse effect on the Company's
consolidated financial position or results of operations.
<PAGE>
MAXXAM GROUP INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following should be read in conjunction with the response to
Part I, Item 1 of this Report and Items 7 and 8 of the Form 10-K. Any
capitalized terms used but not defined in this Item have the same meaning
given to them in the Form 10-K.
RESULTS OF OPERATIONS
The Company's business is highly seasonal in that the Company has
historically experienced lower first and fourth quarter sales due largely
to the general decline in construction related activity during the winter
months. Accordingly, the Company's results for any one quarter are not
necessarily indicative of results to be expected for the full year. The
following table presents selected operational and financial information for
the three months ended March 31, 1995 and 1994.
<TABLE>
<CAPTION>
Three Months Ended
March 31,
---------------------------------
1995 1994
------------- ----------------
(In millions of dollars,
except shipments and prices)
<S> <C> <C>
Shipments:
Lumber: (1)
Redwood upper grades 10.6 12.9
Redwood common grades 51.1 49.4
Douglas-fir upper grades 1.8 2.5
Douglas-fir common grades and
other 16.5 15.4
------------- ----------------
Total lumber 80.0 80.2
============= ================
Logs (2) .5 5.5
============= ================
Wood chips (3) 46.9 30.3
============= ================
Average sales price:
Lumber: (4)
Redwood upper grades $ 1,544 $ 1,406
Redwood common grades 427 448
Douglas-fir upper grades 1,368 1,405
Douglas-fir common grades 379 460
Logs (4) 227 676
Wood chips (5) 89 71
Net sales:
Lumber, net of discount $ 46.9 $ 50.0
Logs .1 3.7
Wood chips 4.2 2.1
Cogeneration power .5 .6
Other .3 .3
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Total net sales $ 52.0 $ 56.7
============= ================
Operating income $ 12.4 $ 13.2
============= ================
Operating cash flow (6) $ 18.4 $ 19.3
============= ================
Income (loss) before income taxes $ (5.3) $ 1.8
============= ================
Net income (loss) $ (3.3) $ 1.0
============= ================
<FN>
- --------------------
(1) Lumber shipments are expressed in millions of board feet.
(2) Log shipments are expressed in millions of feet, net
Scribner scale.
(3) Wood chip shipments are expressed in thousands of bone dry
units of 2,400 pounds.
(4) Dollars per thousand board feet.
(5) Dollars per bone dry unit.
(6) Operating income before depletion and depreciation, also
referred to as "EBITDA."
</TABLE>
<PAGE>
Shipments
Lumber shipments to third parties for the three months ended
March 31, 1995 were virtually unchanged from the three months ended March
31, 1994. Decreased shipments of upper grade redwood lumber were mostly
offset by increased shipments of redwood common lumber. Log shipments for
the three months ended March 31, 1995 were .5 million feet (net Scribner
scale), a decrease from 5.5 million feet for the three months ended March
31, 1994.
Net sales
Revenues from net sales of lumber and logs for the three months
ended March 31, 1995 decreased as compared to the three months ended March
31, 1994. This decrease was principally due to lower shipments of logs and
upper grade redwood lumber and decreases in the average realized prices for
common grade Douglas-fir and redwood common lumber, partially offset by an
increase in the average realized price for upper grade redwood lumber and
increased shipments of redwood common lumber. The increase in other sales
for the three months ended March 31, 1995 as compared to the three months
ended March 31, 1994 was attributable to increased sales of wood chips.
Operating income
Operating income for the three months ended March 31, 1995
decreased as compared to the three months ended March 31, 1994. This
decrease was principally due to lower sales of lumber and logs, partially
offset by lower costs of lumber sales and increased sales of wood chips.
Costs of lumber sales decreased due to lower purchases of logs from third
parties and improved sawmill productivity.
Income (loss) before income taxes
The loss before income taxes for the three months ended March 31,
1995, as compared to income before income taxes for the three months ended
March 31, 1994, resulted from a decrease in investment, interest and other
income and the decrease in operating income as discussed above.
Investment, interest and other income for the three months ended March 31,
1994 included a franchise tax refund of $7.2 million (the substantial
portion of which represented interest) from the State of California.
FINANCIAL CONDITION AND INVESTING AND FINANCING ACTIVITIES
As of March 31, 1995, the Company had consolidated long-term debt
of $730.5 million (net of current maturities and restricted cash deposited
in the Liquidity Account) as compared to $736.4 million at December 31,
1994. The decrease in long-term debt was primarily due to principal
payments on the Timber Notes.
The Company conducts its operations through its principal
operating subsidiaries, Pacific Lumber and Britt Lumber Co., Inc.
("Britt"). The indentures governing the Pacific Lumber Senior Notes and
the Timber Notes and Pacific Lumber's Revolving Credit Agreement contain
various covenants which, among other things, limit the payment of dividends
and restrict transactions between Pacific Lumber and its affiliates. As of
March 31, 1995, under the most restrictive of these covenants,
approximately $17.0 million of dividends could be paid by Pacific Lumber.
On March 31, 1995, Pacific Lumber paid dividends of $5.0 million.
In March 1995, Britt paid dividends consisting of $6.0 million of
receivables from its parent, MAXXAM Properties Inc. ("MPI," a wholly owned
subsidiary of the Company). These receivables represented prior cash
advances from Britt to MPI.
<PAGE>
The indenture governing the MGI Notes contains various covenants
which, among other things, limit the payment of dividends and restrict
transactions between the Company and its affiliates. As of March 31, 1995,
under the most restrictive of these covenants, approximately $3.3 million
of dividends could be paid by the Company.
As of March 31, 1995, $20.0 million of borrowings was available
under Pacific Lumber's Revolving Credit Agreement, of which $5.0 million
was available for letters of credit. No borrowings were outstanding as of
March 31, 1995, and letters of credit outstanding amounted to $10.0
million. Pacific Lumber has signed a commitment letter with the bank
which will amend the Revolving Credit Agreement to extend its maturity date
to May 31, 1998 and provide for an additional $30.0 million of available
borrowings.
The Company anticipates that cash flows from operations, together
with existing cash, marketable securities and available sources of
financing, will be sufficient to fund the working capital and capital
expenditures requirements of the Company and its respective subsidiaries
for the foreseeable future; however, due to its highly leveraged condition,
the Company is more sensitive than less leveraged companies to factors
affecting its operations, including governmental regulation affecting its
timber harvesting practices, increased competition from other lumber
producers or alternative building products and general economic conditions.
TRENDS
During the first quarter, severe weather conditions in northern
California hampered Pacific Lumber's timber harvesting operations and
shipments of lumber. Heavy rainfall impeded access to logging roads which
prevented normal harvesting operations, and caused extended rail shutdowns
and other transportation delays, thereby affecting deliveries and
shipments of lumber. Continued rainfall in April and early May created
conditions not conducive to conducting harvesting operations as Pacific
Lumber had initially planned. Timber harvesting is highly seasonal in that
Pacific Lumber conducts the material portion of its logging operations in
the months of April through November of each year; accordingly, log
inventories are generally at or near their lowest levels by the end of
March. Compounding the seasonally low log inventories and weather-related
constraints on its log supplies and deliveries, a temporary restraining
order ("TRO") was granted which required Pacific Lumber to cease all timber
harvesting operations on one of the few all-season harvest sites from which
it has been able to supplement its declining log inventories. A preliminary
injunction hearing was held on May 5, 1995 at which the court did not issue
a preliminary injunction or lift the TRO but took the matter under
advisement. See Part II, Item 1. "Legal Proceedings--Timber Harvesting
Litigation." Further, delays in the regulatory process have resulted from
both objections filed with, and litigation against, the CDF by
environmentally active groups regarding the CDF's actions with respect to
the CDF's THP approval process in general, and certain of Pacific Lumber's
THPs in particular. Such delays have impeded Pacific Lumber's ability to
conduct normal timber harvesting operations on its timberlands. This
combination of seasonal operations, severe weather, judicial action
and regulatory delays forced Pacific Lumber to curtail operations at one of
its four sawmills, and to temporarily idle another sawmill for the period
from April 17 to May 2, 1995.
Additional judicial actions adverse to Pacific Lumber, further
regulatory delays and/or continued inclement weather in northern California
could further exacerbate the problems experienced during the first quarter
and affect Pacific Lumber's results of operations in the second quarter.
Furthermore, the collective impact of such judicial actions and regulatory
delays, together with difficulties caused by bad weather, may again force
Pacific Lumber to temporarily idle or curtail operations at certain of its
lumber mills from time to time until it can secure an adequate supply of
logs to sustain operations.
<PAGE>
MAXXAM GROUP INC.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Reference is made to Item 3 of the Form 10-K for information
concerning material legal proceedings withrespect to the Company. The
following material developments have occurred with respect to such legal
proceedings. Any capitalized or italicized terms used but not defined in
this Item have the same meaning given to them in the Form 10-K.
In connection with the Miller action, on April 10, 1995, the U.S.
Ninth Circuit Court of Appeals reversed the dismissal of this case;
the appellate court made other findings reversing in part and
affirming in part the other decisions made by the U.S. District Court in
response to plaintiffs' and defendants' motions for summary judgment.
Defendants have sought rehearing of this decision by the U.S. Circuit Court
of Appeals. Presently, the U.S. Ninth Circuit Court of Appeal has formal
jurisdiction of the case and it is uncertain whether the case will be
remanded to the U.S. District Court for trial preparation and trial on the
merits while the motion for rehearing or any further appeal is pending.
TIMBER HARVESTING LITIGATION
In connection with Sierra Club, et al. v. CDF, et al. (No. 95
DR 0072), involving Pacific Lumber and its wholly owned subsidiaries, Scotia
Pacific Holding Company ("SPHC") and Salmon Creek Corporation, on May 1,
1995, the Court heard plaintiffs' request for preliminary injunction and
Pacific Lumber's request for dismissal of the case.
On April 11, 1995, EPIC and others filed an action entitled
Thron, et al. v. Pacific Lumber, et al. (No. 95 DR 0100) in Superior Court
of Humboldt County. This action relates to THP No. 95-042 for
approximately 198 acres of residual old-growth timber; plaintiffs also
complain about four other THPs in the same watershed as THP No. 95-042 and
have indicated they intend to litigate those THPs if they are approved by CDF.
The plaintiffs allege, among other things, that the defendants
have violated CEQA and the Forest Practice Act, and seek, among other
things, to prevent harvesting pursuant to this CDF-approved THP. Also, on
April 11, 1995, the court granted a TRO staying all timber harvesting
operations in connection with THP No. 95-042 pending its decision on
plaintiffs' request for a preliminary injunction. The preliminary
injunction hearing was held on May 5, 1995 at which the court left the TRO
in effect and took the matter under advisement.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. EXHIBITS:
*27 Financial Data Schedule
--------------------
* Included with this filing.
B. REPORTS ON FORM 8-K:
None.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized, who has signed this report on
behalf of the Registrant and as the principal accounting officer of the
Registrant.
MAXXAM GROUP INC.
Date: May 12, 1995 By: GARY L. CLARK
Gary L. Clark
Vice President<PAGE>
<TABLE> <S> <C>
<CAPTION>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial information extracted
from the Company's consolidated balance sheet and consolidated
statement of operations and is qualified in its entirety by
reference to such consolidated financial statements together with
the related footnotes thereto.
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<EXCHANGE-RATE> 1
<CASH> 26,541
<SECURITIES> 26,123
<RECEIVABLES> 11,141
<ALLOWANCES> 0
<INVENTORY> 65,981
<CURRENT-ASSETS> 142,573
<PP&E> 162,394
<DEPRECIATION> 60,618
<TOTAL-ASSETS> 724,329
<CURRENT-LIABILITIES> 52,627
<BONDS> 776,730
<COMMON> 0
0
0
<OTHER-SE> (115,774)
<TOTAL-LIABILITY-AND-EQUITY> 724,329
<SALES> 51,968
<TOTAL-REVENUES> 51,968
<CGS> 29,470
<TOTAL-COSTS> 29,470
<OTHER-EXPENSES> 10,075
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 19,523
<INCOME-PRETAX> (5,298)
<INCOME-TAX> (2,006)
<INCOME-CONTINUING> (3,292)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,292)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0<PAGE>
</TABLE>
